It's now 9 a. M. And the 2021 Annual Meeting of the Stockholders of Microchip Technology Incorporated will please come to order. I'm Steve Sanghi, Executive Chair of the Board of Microchip Technology. I would also like to introduce additional members of the audience.
First, I will introduce the other members of the Board of Directors, starting with Matt Chapman, retired CEO of Software Assessment Company, Northwest Evaluation Association next, Esther Johnson, Retired Executive of Carrier Electronics Carlton Johnson, CEO of Delaney Strategy Group LLC Wade Mylkor, President of Mylkor and Associates Ganesh Murthy, President and CEO of Microchip Technology and Kieran Rapp, CFO of National Instruments. Next, I will introduce the company's executive staff that are in attendance today, Eric Bjornholt, Senior Vice President and Chief Financial Officer Steve Drehobel, Senior Vice President of MCU-eight and MCU-sixteen Business Units Rich Simonsiek, Senior Vice President, Analog Power and Interface Business Unit Matthew Bunker, Senior Vice President of Backend Operations and Memory Products Lauren Carr, Senior Vice President, Global Human Resources Mike Findley, Senior Vice President, Fab Operations Patrick Johnson, Senior Vice President, Mixed Signal, Timing and FPGA Business Units Joe Krawczyk, Vice President, Worldwide Client Engagement Sumit Mitra, Senior Vice President, 32 bit NCU, MPU and Wireless Business Units Mitch Chibalski, Senior Vice President, Networking and Data Center Business Units and finally, Mark Wrighton, Vice President, Technology Licensing Business Unit. 2 partners of the firm of Ernst and Young, the company's independent registered public accounting firm are also here today.
They are Ron Butler and John Gaylord. I would also like to introduce Rob Sefflata. Rob is in the back, a partner with the law firm of Wilson, Sonsini, Goodrich and Rossotti, who served as the Company's outside legal counsel. Pursuant to the Company's bylaws, I have been appointed by the Board of Directors to serve as Chairman of the meeting. Rob Souffletta will serve as Secretary of the meeting.
Notice of this meeting stating the time, place and purposes was mailed on or about July 19, 2021, postage prepaid to each stockholder of record at the close of business on June 28, 2021. Affidavits of mailing have been received by the Company and are available for inspection at this meeting. 274,000,000 and 40,144 shares of common stock were outstanding at the close of business on June 28, 2021 and are entitled to vote at this meeting. Now with respect to the voting of your shares, if you have already mailed in your proxy and you do not want to change your vote, then you do not need to do anything at this time. If you did not turn in your proxy, if you wish to change a proxy you previously submitted or if you hold a proxy to both the shares of another stockholder, please submit those proxies to us at this time.
Anyone getting a proxy that they need to turn in. Carrie can collect those proxies now. No one. Lastly, if there is anyone here who did not submit a proxy and who wishes to vote their shares in person, please raise your hand and Carrie will distribute a ballot to you. We'll collect those ballots when we open the polls for voting in a few minutes.
So anyone actually who wants a live ballot, okay? In accordance with the provisions of Delaware law, the Board of Directors has appointed Rob Souffletta to serve as the Inspector of Election at this meeting. And Rob subscribed the oath of his office prior to the meeting. Rob has informed me that a quorum is present, and I declare the meeting open for business. If there are any questions that relate directly to one of the proposals, I would like to receive that question at the time we consider each of the videos.
This time, we are not making a presentation. Some of the stockholders who are present here may have seen us in the past to make a presentation. Because of COVID, we didn't expect much attendance. So we didn't prepare the presentation, but we can have an expanded question and answer period and answer all your questions. Please hold all questions not related to the proposals until the question and answer period.
The first proposal is to elect 7 directors to serve for the ensuing year and until their successors are elected and qualified. The nominee for directors shall be elected if the votes cast for such nominees election, exceed the votes cast against such nominees election. Nominations for directors will now be received. I recognize Eric be on hold.
My name is Eric Bjornholt. I nominate Matthew W. Chapman, Esther L. Johnson, Carlton D. Johnson, Wade F.
Myercord, Ganesh Moorthy, Karen Rapp and Steve Sanghi for election as Directors of the company.
Steve DeHavo.
I second the nomination.
Since no other nominations were received, the nominations are now closed. Is there any discussion on this proposal? The second proposal is to approve an amendment and restatement of our certificate of incorporation to increase the number of authorized shares of common stock for the purpose of effecting a 2 for 1 forward stock split. The affirmative vote of the holders of a majority of the outstanding shares of our common stock on the record date is required to approve this proposal. Is there any discussion on this proposal or any questions on this proposal?
A motion calling for a vote on this proposal will now be received. I recognize Steve Drehobel.
My name is Steve Drehobel. I move for the adoption of the following resolution. Resolved that the proposal to approve an amendment and restatement of our certificate of incorporation to increase the number of authorized shares of common stock for the purpose of affecting a 2 for 1 forward stock split be approved.
This is Simon Cech.
I second that motion.
The 3rd proposal is to approve an amendment and restatement of our 2,004 Equity Incentive Plan to extend the term of the plan by 10 years to August 24, 2001. The affirmative vote of the holders of a majority of the votes cast at the annual meeting is required to approve this proposal. Is there any discussion or any questions on this proposal? A motion calling for a vote on this proposal will now be received. I recognize Rich Simonczyk.
My name is Rich Simonczyk. I move for the adoption of the following resolution, resolved that the proposal to approve an amendment and restatement of our 2004 Equity Incentive Plan to extend the term of the plan by 10 years to August 24, 2001 be approved.
Mike Findley?
I second the motion.
The 4th proposal is to ratify the appointment of Ernst and Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2022, the affirmative vote of the holders of the majority of the shares of common stock represented at the meeting is required to adopt the proposal. Is there any discussion or are there any questions on this proposal? A motion calling for a vote on this proposal will now be received. I recognize Mike Findlay.
My name is Mike Findlay. I move for the adoption of the following resolution resolved that the proposal to ratify the appointment of Ernst and Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2022 be approved. Mr. Bodesky?
I second the motion.
The 5th proposal is to hold an advisory non binding vote regarding the compensation of our named executives. The affirmative vote of the holders of a majority of the shares of common stock represented at the meeting is required to approve this proposal. Is there any discussion or are there any questions from any of the stockholders regarding this proposal? A motion calling for a vote on this proposal will now be received. I recognize Mitch Chbosky.
My name is Mitch Chabalski. I move for the adoption of the following resolution, resolved that the compensation of our named executives as more fully described in the company's proxy statement dated July 19, 2021 be approved on an advisory non binding basis.
Patrick Johnson?
I second the motion.
The polls are now open for voting on the proposals before the meeting. The time and date of opening up the polls is 9:11 am today, August 24, 2021. Carrie, please collect the ballots of those stockholders who wish to vote in person. So if you have a ballot, please raise your hand so that we can collect them. Anybody turning in a live ballot?
The polls are now closed. The time and date of closing of the polls is today 9:12 am, August 24, 2021. Will the Inspector of Election please announce the vote?
With respect to proposal number 1, I hereby declare that all the nominees have been duly elected as directors of the company to serve for the ensuing year and until their successors are elected and qualified. With respect to proposal number 2, I hereby declare that the amendment and restatement of the Company's certificate of incorporation to increase the number of authorized shares of common stock for the purpose of affecting a 2 for 1 forward stock split has been approved. With respect to proposal number 3, I hereby declare that the amendment and restatement of the company's 2004 Equity Incentive Plan to extend the term of the plan by 10 years to August 24, 2031 has been approved. With respect to proposal number 4, I hereby declare number 4, I hereby declare that the
proposal to ratify the appointment of Ernst and
Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 20 22 has been adopted. With respect to proposal number 5, I hereby declare that the compensation of the company's named executives has been approved on an advisory non binding basis.
This concludes the formal portion of our meeting. As I said, just after we adjourn the meeting, please stay in your seats and we will have a question and answer period. Before I adjourn the meeting, is there any further business? If not, I will entertain a motion to adjourn. Patrick Johnson?
I move that the meeting be adjourned.
Ganesh Murthy.
I second the motion.
All in favor, say aye. Aye. Any opposed, say no. Ayes have it. One no.
You're overruled. The meeting is adjourned. At this time, Ganesh Murthy and I will entertain questions from stockholders. If you have a question, please raise your hand. When you are recognized, please state your name, your relationship to the Company and then your question.
In terms of relationship to the Company, if you are a stockholder, say so that I am a stockholder. If you are an employee, say so that you are an employee. So, any questions? I have a couple of written questions from one of the stockholders and I will read those, but I want to see if anybody has a live question. Okay.
So let's go to this one. It's from Donna, stockholder, who visits us pretty much every year and she's here today. She's saying thoughts about local expansion of the company footprint in the Phoenix area like new buildings or anything like that? I will have Ganesh answer that.
So as you know, we built a new building here about 3, 4 years ago, which expanded our footprint quite significantly. From an occupation standpoint, the building is less than half full. There are 2 more full floors that can have a significant amount of people that can grow into it. And we are hiring in the Chandler site. We are hiring in the Tempe site as well.
Tempe manufacturing is going to be at a record level by the time we're done towards the end of this year. So that's the expansion in terms of work, people, etcetera taking place. Beyond that in terms of physical infrastructure, we don't have any immediate plans for new buildings or new facilities. There are things in planning depending on what happens with business and what issues we would need to solve as those come along. Thank you.
Dana has a second very good question. Will you have access to good talent with so many new companies coming to Phoenix? I'll give that to Ganesh too.
So, it's an interesting time where there's a lot of hiring going on. We ourselves are doing that as well. We do have access to good talent, not just in Phoenix, but in many of the other locations that we're in. But we also know that other companies are growing. And so we're watchful about our own talent and what we're doing to retain them.
So and we spend a significant amount of time in cultivating the interns and new college hires every year in good times and bad times. So that's a good input feeder population for Microchip to get good talent in various disciplines on a consistent basis and augment that with experienced resources when we need it.
Any other questions? It seems that there are no other questions. So this meeting is adjourned. We'll be around for a few minutes. So if anybody wants to ask a question privately, we'll be happy to answer it.
Thank you very much for coming.